EXHIBIT (h)(12)
BISYS LOGO
BISYS FUND SERVICES LIMITED PARTNERSHIP, DISTRIBUTOR
0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000-0000
SHAREHOLDER SERVICES AGREEMENT
Ladies and Gentlemen:
As the principal underwriter of the shares ("Shares") of each investment company
portfolio ("Fund") of Xxxxxx Pride Value Fund (the "Trust"), BISYS Fund Services
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Limited Partnership ("BISYS") hereby agrees that you, the undersigned broker-
dealer, shall provide the shareholder services that are more fully described
below.
1. We represent and warrant to you that the shareholder services described
herein have been authorized pursuant to a Distribution and Shareholder
Services Plan (the "Plan") adopted by the shareholders ("Shareholders") of
each Fund. The Plan has been adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940 (the "1940 Act"). It is intended that you
shall provide such shareholder services to your customers ("Customers") who
may, from time to time, beneficially own a Fund's Shares.
2. You represent and warrant to us that (i) you are and will be at all times
relevant to this Agreement a member in good standing of the National
Association of Securities Dealers, Inc. (the "NASD"), and (ii) you are and
will be at all times relevant to this Agreement a broker-dealer properly
registered and qualified under all applicable federal, state and local laws
to engage in the business and transactions described in this Agreement.
You agree to comply with all applicable laws, including federal and state
securities laws, the Rules and Regulations of the Securities and Exchange
Commission and the Rules of Fair Practice of the NASD. We have furnished
you with a list of the states or other jurisdictions in which Shares of the
Funds have been registered for sale under, or are otherwise qualified for
sale pursuant to, the respective securities laws of such states and
jurisdictions. You agree that you will not offer a Fund's Shares to
persons in any jurisdiction in which such Shares are not registered or
otherwise qualified for sale. You further agree that you will maintain all
records required by applicable law or otherwise reasonably requested by us
relating to Fund transactions that you have executed.
3. You agree to provide various types of distribution assistance and
Shareholder support services with respect to a Fund's Shares. Such
distribution assistance and Shareholder support services may include those
items that are enumerated in Schedule A attached hereto and such other
similar services that we may reasonably request to the extent you are
permitted to do so under applicable statutes, rules and regulations.
4. For all purposes of this Agreement, you shall be deemed to be an
independent contractor, and shall have no authority to act as agent for us
or for the Trust in any matter or in any respect. No person is authorized
to make any representations concerning us, the Trust, or a Fund's Shares
except those representations contained in the Fund's then-current
Prospectus and the Trust's Statement of Additional Information and in such
printed information as we or the Trust may subsequently prepare. You are
specifically authorized to distribute to Customers a Fund's Prospectus
(including any supplements to such Prospectus), the Trust's Statement of
Additional Information and sales material received from us. No person is
authorized to distribute any other sales material relating to the Trust
without our prior written approval. You further agree to deliver to
Customers, upon our request, copies of amended Prospectuses and Statements
of Additional Information.
5. You and your employees will, upon request, be available during normal
business hours to consult with us concerning the performance of your
responsibilities under this Agreement. You will provide to us and the
Trust's Board of Trustees a written report of all expenditures under this
Agreement, including a discussion of the purposes for which such
expenditures were made. In addition, you will furnish to us or to the
Trust such information as we or the Trust may reasonably request
(including, without limitation, periodic certifications confirming the
rendering of distribution assistance and support services with respect to
Shares described herein), and will otherwise cooperate with us and the
Trust in the preparation of reports to the Trust's Board of Trustees
concerning this Agreement and the monies paid or payable by us under this
Agreement, as well as any other reports or filings that may be required by
law.
6. The minimum dollar purchase of a Fund's Shares (including Shares being
acquired by Customers pursuant to the exchange privileges described in the
Fund's Prospectus) shall be the applicable minimum amount set forth in the
Prospectus of such Fund, and no order for less than such amount shall be
accepted by you. The procedures relating to the handling of orders shall
be subject to instructions which we shall forward to you from time to time.
All orders for a Fund's Shares are subject to acceptance or rejection by
the Trust in its sole discretion, and the Trust may, in its discretion and
without notice, suspend or withdraw the sale of a Fund's Shares, including
the sale of such Shares to you for the account of any Customer or
Customers. You acknowledge that it is your responsibility to date and time
stamp all orders received by you and to transmit such orders promptly to
us. You further acknowledge that any failure to promptly transmit such
orders to us that causes a purchaser of Shares to be disadvantaged, based
upon the pricing requirements of Rule 22c-1 under the 1940 Act, shall be
your sole responsibility. We reserve the right to cancel this Agreement at
any time without notice if any Shares shall be offered for sale by you at
less than the then-current offering price determined by or for the
applicable Fund.
7. For the services provided under this Agreement, you shall receive a fee
calculated at the applicable annual rate set forth on Schedule B hereto
with respect to the average daily net asset value of each Fund's Shares
which are owned of record by you as nominee for Customers or which are
owned by Customers whose records, as maintained by such Fund or its agent,
designate you as the Customer's dealer of record, which fee will be
computed daily and paid monthly. The fee will not be paid with respect to
(i) Shares of a Fund sold by you and redeemed or repurchased by the Trust
or by us within seven business days of receipt of confirmation of such
sale, or (ii) a Customer if the amount of such fee on an annual basis with
respect to such Customer shall be less than $1.00. The fee rate stated on
Schedule B hereto may be prospectively increased or decreased by us in our
sole discretion, at any time upon notice to you. Such fee shall be subject
to the limitations on the payment of asset-based sales charges that are set
forth in Rule 2830 of the NASD Conduct Rules.
8. Neither of us shall be liable to the other except for (1) acts or failures
to act which constitute a lack of good faith or negligence and (2)
obligations expressly assumed under this Agreement. In addition, you agree
to indemnify us and hold us harmless from any claims or assertions relating
to the lawfulness of your participation in this Agreement and the
transactions contemplated hereby or relating to any activities of any
persons or entities affiliated with your organization which are performed
in connection with the discharge of your responsibilities under this
Agreement. If such claims are asserted, you shall have the right to manage
your own defense, including the selection and engagement of legal counsel,
and all costs of such defense shall be borne by you.
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9. This Agreement will automatically terminate in the event of its assignment.
This Agreement may be terminated by either of us, without penalty, upon ten
days' prior written notice to the other party. This Agreement may also be
terminated at any time without penalty by the vote of a majority of the
Disinterested Trustees of a Fund or by a vote of a majority of the
outstanding voting securities of a Fund on ten days' written notice.
10. All communications to us shall be sent to the address set forth on page 1
hereof or at such other address as we may designate in writing. Any notice
to you shall be duly given if mailed or telecopied to you at the address
set forth below or at such other address as you may provide in writing.
______________________________
______________________________
______________________________
11. You represent and warrant that all requisite corporate proceedings have
been undertaken to authorize you to enter into this Agreement and to
perform the services contemplated herein. You further represent and
warrant that the individual that has signed this Agreement below is a duly
elected officer that has been empowered to act for and on behalf of your
organization with respect to the execution of this Agreement.
12. This Agreement supersedes any other agreement between us with respect to
the offer and sale of Shares and relating to any other matters discussed
herein. All covenants, agreements, representations and warranties made
herein shall be deemed to have been material and relied on by each party.
The invalidity or unenforceability of any term or provision hereof shall
not affect the validity or enforceability of any other term or provision
thereof. This Agreement may be executed in any number of counterparts,
which together shall constitute one instrument, and shall be governed by
and construed in accordance with the laws (other than the conflict of laws
rules) of the State of Ohio and shall bind and inure to the benefit of the
parties hereto and their respective successors and assigns.
If the foregoing corresponds with your understanding of our agreement, please
sign this document and the accompanying copies thereof in the appropriate space
below and return the same to us, whereupon this Agreement shall be binding upon
each of us, effective as of the date of execution.
BISYS FUND SERVICES LIMITED PARTNERSHIP The foregoing Agreement is hereby
By: BISYS FUND SERVICES, INC., General Partner accepted:
_________________________________________
Company Name
By _____________________________________________ By ______________________________________
Authorized Officer Date Date
3
Dated: As of _________________
Schedule A
to the
Shareholder Services Agreement
Shareholder Services
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In accordance with Section 3 of the Shareholder Services Agreement, you agree to
provide various types of distribution assistance and shareholder support
services that we may reasonably request with respect to Fund Shares that are
beneficially owned by your Customers. Such distribution assistance and
shareholder support services may include the following.
Distribution Assistance
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(i) placing orders with the Trust for the purchase or exchange of a Fund's
Shares and tendering a Fund's Shares to the Trust for redemption; (ii)
promoting the purchase of Shares by Customers; (iii) responding to inquiries
from Customers concerning their investments in Fund Shares; (iv) engaging in
advertising with respect to a Fund's Shares; and (v) distributing Fund
prospectuses, reports and sales literature.
Shareholder Support Services
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(i) providing Customers with a service that invests the assets of their accounts
in a Fund's Shares pursuant to specific or pre-authorized instructions; (ii)
processing dividend payments from the Trust on behalf of Customers; (iii)
providing information periodically to Customers showing their positions in a
Fund's Shares; (iv) arranging for bank wire transfers of funds to or from a
Customer's account; (v) responding to inquiries from Customers relating to the
services performed by the Participating Organization under this Agreement; (vi)
providing subaccounting, in the case of omnibus accounts, with respect to a
Fund's Shares beneficially owned by Customers or the information to the Trust
necessary for subaccounting; (vii) if required by law, forwarding Shareholder
communications from the Trust (such as proxies, Shareholder reports, annual and
semi-annual financial statements, and dividend, distribution, and tax notices)
to Customers; (viii) forwarding to Customers proxy statements and proxies
containing any proposals regarding this Agreement or a Fund's Plan; and (ix)
rendering ongoing advice respecting the suitability of particular investment
opportunities offered by the Trust in light of the Customer's need.
A-1
Dated: As of _________________
Schedule B
to the
Shareholder Services Agreement
Compensation
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Annual rate of up to 25 one-hundredths of one percent ( .25%) of the
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average daily net asset value of each Fund's Shares held of record by you
from time to time on behalf of Customers.
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* All fees are computed daily and paid monthly.
B-1
